Douglas M. Sonier
About Douglas M. Sonier
Douglas M. Sonier, age 75, is an independent director of SR Bancorp, Inc. (Somerset Regal Bank) and has served on the board since 1986. He holds a BS in Accounting from Rider University and spent 35 years as a partner at WithumSmith+Brown, now serving as an Emeritus Partner, with deep experience across privately held and non‑profit organizations in manufacturing, professional services, retail, and distribution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WithumSmith+Brown | Partner; Emeritus Partner (current) | Partner for 35 years; Emeritus thereafter | Accounting advisory; broad private and non‑profit sector exposure |
| SR Bancorp / Somerset Regal Bank | Director | Director since 1986 | Long-tenured board presence; audit/financial oversight leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WithumSmith+Brown | Emeritus Partner | Current | Ongoing professional affiliation; no public company board interlocks disclosed in proxy |
Board Governance
- Independence: Board determined Sonier is independent under Nasdaq listing standards; only Orbach, Pribula, and Taylor are non‑independent executives .
- Committee assignments and chair roles:
- Audit Committee Chair; designated “audit committee financial expert” under SEC rules .
- Compensation Committee Member .
- Nominating & Corporate Governance Committee Member .
- Meeting cadence and attendance:
- SR Bancorp board met 12 times in FY 2025; no director attended fewer than 75% of combined board and committee meetings .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Compensation | Member | 4 |
| Nominating & Corporate Governance | Member | 1 |
Fixed Compensation
| Component | FY2025 Amount | Vesting/Terms |
|---|---|---|
| Fees earned or paid in cash | $70,750 | Per Board Meeting Fee: $4,400; Per Committee Meeting Fee: $750; Audit Chair stipend: $350/month |
| Committee chair fees | Audit Chair: $350/month | Included in cash fees |
| Meeting fees | Board $4,400; Committee $750 | Per meeting basis |
Performance Compensation
| Equity Award Type | Grant Date Fair Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (time‑vested) | $209,926 | 19,015 unvested at FY‑end | 20% per year starting Nov 21, 2025 | Grant valued at $11.04/share |
| Stock Options | $201,524 | 47,539 options outstanding | 20% per year starting Nov 21, 2025 | 9,508 options exercisable within 60 days of Sept 22, 2025 |
Performance metric framework for director equity: None disclosed (awards are time‑based; no TSR/revenue/ESG metrics tied) .
Other Directorships & Interlocks
- No public company directorships or interlocks disclosed for Sonier in SRBK’s proxy; biography lists accounting firm partnership and emeritus status only .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- BS in Accounting (Rider University) .
- 35 years partner experience in audit/advisory for private and not‑for‑profit entities across multiple industries .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 53,523 shares; <1% of outstanding |
| Unvested restricted stock | 19,015 shares |
| Options exercisable (within 60 days of Sept 22, 2025) | 9,508 shares |
| Options outstanding | 47,539 shares |
| Shares outstanding reference | 8,707,164 (as of Sept 22, 2025) |
Policy risks affecting alignment:
- Company lacks anti‑hedging policy applicable to directors; hedging transactions not prohibited (while short sales, puts and calls are prohibited under Insider Trading Policy) — a governance misalignment risk .
Governance Assessment
- Committee leadership and independence: Strong audit oversight with Sonier as Audit Chair and SEC‑defined financial expert. Full independence and multi‑committee engagement support board effectiveness .
- Shareholder support signal: 2025 election results show materially higher “withhold” votes versus peers on the slate (Sonier 923,839 withheld vs. Lebovitz 355,173; Taylor 235,506), indicating potential investor concerns around governance or tenure; raw vote counts below for reference .
| 2025 Director Vote Results | For | Withhold | Broker Non‑Votes |
|---|---|---|---|
| Douglas M. Sonier | 3,963,150 | 923,839 | 2,230,197 |
| Marc Lebovitz | 4,531,816 | 355,173 | 2,230,197 |
| William P. Taylor | 4,651,483 | 235,506 | 2,230,197 |
- Director pay structure: Mix includes cash meeting fees and meaningful time‑vested equity plus options. Absence of performance‑linked metrics for director equity (RS/Options vesting time‑based) moderately weakens pay‑for‑performance alignment for board members .
- Ownership alignment: Sonier’s beneficial stake is modest (<1%); has unvested restricted stock and outstanding options. No pledging disclosed; options could provide upside but are not performance‑conditioned .
- Related‑party environment: No related‑party transactions disclosed for Sonier. Notably, the bank leases branches tied to interests of an executive’s family (Orbach), totaling $236,000 rent in FY2025 — a broader governance context consideration, though stated to be at ordinary terms under banking rules .
- Attendance: Board met 12 times; no director fell below 75% attendance, indicating adequate engagement .
RED FLAGS
- Elevated withhold votes for Sonier relative to other nominees on the 2025 slate, suggesting investor scrutiny of tenure, committee oversight, or overall governance posture .
- Lack of anti‑hedging policy for directors may undermine alignment with long‑term shareholder value (though short sales/puts/calls are prohibited) .
Overall, Sonier brings substantial audit and financial reporting expertise and independent oversight as Audit Chair, with strong attendance and long tenure; investor voting patterns and the company’s hedging policy warrant continued monitoring for governance alignment and board refresh dynamics .